HomeMy WebLinkAbout2009/08/04 Item 7
CHULA VISTA
REDEVELOPMENT
AGENCY
AGENDA STATEMENT
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
AUGUST 4, 2009, Item /
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA AUTHORIZING THE EXECUTIVE
DIRECTOR TO EXECUTE AMENDMENTS TO A LO_"'-N
AGREEMENT AND AN AGREEMENT CONTAINING
COVENANTS BY AND BETWEEN THE REDEVELOPMENT
AGENCY OF THE CITY OF CHULA VISTA, AND PARK
VILLAGE APARTMENTS, L.P. FOR PARK VILLAGE
AFFORDABLE APARTMENTS
DEPUTY CITY MANAGdrdfRECTOR OF DEVELOPMENT
SERVICES ~
CITY MANAG U
4/5THS VOTE: Y'ES D NO 0
SUMMARY
In 1994, the Redevelopment Agency of the City of Chula Vista ("Agency") provided a $350,000
loan from its Low and Moderate Income Housing Set Aside fund to assist in the development of
28 very low and low-income units at Park Village Apartments developed by Park Village
Apartments, L.P. Civic Center Barrio Housing Corporation ("CCBHC"), as the managing
general partner, has requested an amendment of their existing loan to allow for more flexible
loan terms. Staff is requesting the Agency's consideration of an amendment to the loan to lower
the interest rate, extend the loan period, and extend the period of affordability.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for compliance with
the California Environmental Quality Act (CEQA) and has determined that amendment of the
loan agreement and the covenants is not a "Project" as defined under Section 15378 of the State
CEQA Guidelines because it will not result in a physical change to the environment; therefore,
pursuant to Section 15060(c)(3) of the State CEQA Guidelines the actions proposed are not
subject to CEQA.
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August 4, 2009 Iteml
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RECOMMEi'o'DATION
The Redevelopment Agency adopt the Resolution.
BOARDS/COMMISSION RECOMMENDATION
Not Applicable
DISCUSSION
On June 4,1991, the Redevelopment Agency entered into a Loan Agreement for $350,000 from
its Low and Moderate Income Housing Set Aside for the pUlJlose of financing the acquisition
and development of real property, now known as Park Village Apartments at 1246-1256 Third
Avenue. The development of Park Village was fmanced by the Agency's Loan, a $1,400,000
loan from the State of California Department of Housing and Community Development (State
HCD), and a contribution of $286,000 from CCBHC. The Agency Agreement was subsequently
modified in October 1994, to facilitate the permanent financing from State HCD.
In February 1993, Park Village was completed. It has been successfully operated since such
time with 10 units restricted as affordable for very low income households, 18 units for low
income households, and an affordable child care center.
Loan A!ITeement and Terms
In accordance with the terms of the loan, payment of the required Principal and Interest at 5
percent are due and payable on the 1st day of each month based upon a 30 year amortization
schedule. The entire unpaid principal balance and all accrued interest was due and payable on
the loan's maturity date of December 31, 2008 (or approximately a 15 year loan period).
Therefore, a large balloon payment of approximately $222,352 ($221,429 loan principal and
$923 in interest) was to be paid by such date.
CCBHC continues to make timely monthly payments on the loan but was unable to pay the
remaining balance of the loan at the maturity date. they requested consideration of longer loan
term to allow the loan payments to be made over a longer period. As of August 1,2009, the
remaining loan balance is $216.283.65
Affordabilitv Covenants
Park Village was developed as an affordable housing project with 10 units restricted for
occupancy and affordable to very low income households and 18 units for low income
households. The units were to be restricted for a 30-year period from execution of the agreement
on June 4,1991. Therefore, the current affordability requirements expire on June 4, 2021.
Amendment to Loan and Affordabilitv Covenants
Due to the low rents and a desire to provide more money for the upkeep and maintenance of Park
Village, CCBHC has requested that the Agency consider more flexible loan terms that would
extend the loan payments. In turn, CCBHC has agreed to extend the affordability covenants to
mirror the loan period.
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August 4, 2009
Item 7
PagejQf 4
Staff is also recommending that the Loan Agreement be amended to lower the interest rate from
5 percent to 3 percent simple interest per annum. The 3 percent interest rate is consistent with
loan terms provided to other affordable housirig developers in more recent years by the Agency
and the City.
CCBHC would continue to make montWy payments of principal and interest based upon a 24
year amortization schedule. This loan schedule is consistent with the loan period for the
permanent fmancing from State HCD. The entire unpaid principal balance and all accrued
interest shall be due and payable no later than December 31, 2033.
In exchange for more flexible loan terms, CCBHC has agreed to extend the affordability
covenants beyond the June 2021 expiration. The covenants are proposed to remain in effect until
September 30, 2033 or until the entire principal and all accrued but unpaid interest of the Loan is
fully paid, whichever date occurs last.
S urnmarv
Park Village continues to provide 28 units of affordable housing to very low and low income
households in the southwest area of the community, along with an affordable child care center.
CCBHC has made timely payments on the loan and continues to operate Park Village in
compliance with the existing covenants. Staff, therefore, recommends the Agency adopt the
resolution approving the execution of a Second Amendment to the Loan Agreement and the First
Amendment to the Agreement Containing Covenants Affecting Real Property. By amending the
loan terms, the Agency is providing consistent loan terms to affordable housing developers,
facilitating the continued operation and maintenance of the property, and assuring an additional
12 years ofaffofdability of Park Village Apartments.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City CoUncil and has found no property holdings
within 500 feet of the boundaries of the property which is the subject of this action.
CURRENT YEAR FISCAL IMPACT
In accordance with the loan terms, the remaining balance of the loan, approximately $216,883,
was due and payable by December 31, 2008. An amendment to the loan terms would extend the
payments on the loan until 2033 rather than receiving a lump sum payment at the existing
maturity date. Any funds received from repayment of the loan from the Agency's Low and
Moderate Income Housing Set Aside fund would be used to further facilitate affordable housing.
ONGOING FISCAL IMPACT
The existing montWy payment from CCBHC is approximately $1,683.48. Based upon the
proposed loan terms, monthly payments would be reduced to approximately $1,055 and extended
until 2033.
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August 4, 2009 Item~
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ATTACHMENTS
1. Locator Map
2. Second lunendment to Loan Assignment And Assumption Agreement
3. First Amendment to Agreement Containing Covenants Affecting Real Property
Prepared by Leilani Hines, Principal Project Coordinator, Development Services Department
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EXHIBIT 1
P ARK VILLAGE APARTMENTS
1246 - 1256 Third Avenue
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Chula Vista
276 Fourth Avenue
Chula Vista CA 91910
Attn: City Clerk
No fee for recording pursuant to
Government Code Section 27383
(Space above for Recorder's Use)
SECOND AMENDMENT TO
LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT
[INCLUDING THIRD AiVIENDMENT TO NOTE AND DEED OF TRUST]
THIS SECOl'\l) AMENDMENT to the Loan Assignment and Assumption Agreement (" Loan
Second Amendment") is entered into on the day of August, 2009, ("Effective Date") by
and between THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a
public body, corporate and politic, ("Agency") and PARK VILLAGE APARTMENTS
LIMITED PARTNERSHIP, a California limited partnership ("Borrower"). The Agency and
Borrower may be referred to herein individually as "Party" and collectively as "Parties."
RECITALS
A. WHEREAS, on or about June 4, 1991, pursuant to that certain Development
Agreement dated June 4, 1991 by and between CIVIC CENTER BARRJO HOUSING
CORPORATION, a California nonprofit, public benefit corporation ("CCBHC") and Agency
(the "Agency Development Agreement") Agency agreed to lend and CCBHC agreed to borrow-
the sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) (the "Loan")
for the purpose of financing the acquisition of certain real property in the City of Chtila Vista to
be used for the development of an affordable housing and child care center project (the
"Project"). On or about June 19, 1991, CCBHC and Agency executed an Implementation
Agreement (the "Implementation Agreement") for the purpose of implementing certain
provisions of the Agency Development Agreement.
B. WHEREAS, the Loan is evidenced by that certain Promissory Note Secured by Deed
of Trust dated June 19, 1991 (the "Agency Note"), in the original principal amount of THREE
HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) executed by CCBHC in favor of
Agency. The repayment of the Agency Note and CCBHC's performance of its obligations
thereunder are secured, inter alia, by that certain Deed of Trust and Assignment of Rents (the
"Agency Deed of Trust") dated as of June 19, 1991, executed by Borrower, as Trustor, to
Escondido Escrow, a California corporation, as Trustee, and naming Agency, as Beneficiary,
recorded on June 21,1991 as Instrument No. 1991-0300900 in the official Records bfSan Diego
County, Califomia, encumbering that certain real property described in Exhibit "A" attached
Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
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hereto and incorporated herein by this reference (the "Property"). In addition, the Agency Loan is
secured by (i) that certain Security Agreement dated as of June 19, 1991 (the "Security
Agreement"), (ii) that certain UCC-I Financing Statement dated June 19, 1991 filed with the
office of the Secretary of State of California on June 27, 1991 (the "Financing Statement"), and
(iii) that certain UCC-I Fixture Filing dated June 19, 1991, recorded on June 21, 1991 as
Instrument No. 1991-0300901 in the official Records of San Diego County, California (the
"Fixture Filing"). The Agency Development Agreement, the Implementation Agreement, the
Agency Note, the Agency Deed of Trust, the Security Agreement, the Financing Statement and
the Fixture Filing, as amended on or about March 30, 1992 by the First Amendment Documents
(see below), shall sometimes be referred to herein collectively as the "Agency Loan Documents".
C. WHEREAS, on or about March 30, 1992, Borrower assumed all CCBHC's right, title,
interest and obligations under the Agency Loan Documents pursuant to that certain Loan
Assignment and Assumption Agreement dated March 30, 1992, and related documents including
an Endorsement (amending the Note), a First Amendment to Deed of Trust and Assignment of
Rents (recorded with the San Diego County Recorder on May 15, 1992 as Document No. 1992-
0296172), a UCC-2 Amendment to Financing Statement filed May 20, 1992 with the office of
the Secretary of State, a UCC-2 Amendment to Fixture Filing, a Clarification Re Contractor
Consents, and related documents, all dated on or about March 30, 1992 (collectively, the "First
Amendment Documents").
D. \VHEREAS, on October 14, 1994, Parties executed the Loan Modification
Agreement, including a Second Amendment to the Agency Note and Agency Deed of Trust,
recorded as Doc. No. 1994-0603786 on October 14, 1994 in the official records of the San Diego
County Recorder's office ("Loan First Amendment") to modify certain aspects of the Agency
Loan Documents to accommodate the terms and conditions of the Permanent Financing from the
Department of Housing and Community Development, a public agency of the State of California
(the "Department"), and California Community Reinvestment Corporation, a California
nonprofit public benefit corporation ("CCRC").
E. WHEREAS, Section 2.3 of the Loan First Amendment states that the Agency Note is
modified to provide that the entire unpaid principal balance and all accrued interest shall be due
and payable on December 31,2008.
F. WHEREAS, the remaining unpaid principal balance and all accrued interest on the
Agency Loan as of August I, 2009 is TWO HlJNDRED SIXTEEN THOUSAl'ID ONE
HUNDRED TWENTY-FIVE Al~D 02/100 DOLLARS ($216,125.02).
G. WHEREAS, Borrower has and continues to make timely payments on the Agency
Loan consistent with the Agency Loan Documents.
H. WHEREAS, Borrower has requested consideration of amending the Agency Loan
documents to extend payment of the remaining unpaid principal balance and all accrued interest
on the Agency Loan.
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Park Village 2nd Loan Amend
RDA Resolution No. 2009~_
1. WHEREAS, the Agency has no obligation or duty of any kind to agree to the
Borrower's requests, and without directly or indirectly incurring any other liabilities or
obligations to the Borrower, or any other person, Agency is willing to agree to.the Borrower's
requests subject to and on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto hereby agree to a Second Amendment to the Loan Assignment and Assumption Agreement
and Third Amendment to the Agency Note and Agency Deed of Trust and agree to amend the
Agency Loan Documents as follows:
1. Affirmation of Loan.
1.1. Acknowledgment of Indebtedness. The Borrower hereby acknowledges and agrees
that as of August 1,2009, there is presently due and owing to Agency by Borrower
on the Loan the principal sum of TWO HUNDRED SIXTEEN THOUSANTI ONl:
HUNDRED TWENTY-FIVE AND 02/100 DOLLARS ($216,125,02).
1.2. Ratification of Loan Documents. Borrower hereby ratifies and reaffirms the Agency
Loan Documents (as modified by the Loan First Amendment and this Loan Second
Amendment) to which it is a party.
2. Modification of Note. Notwithstanding anything to the contrary. contained in the Note,
subject to the conditions set forth in Section 6 hereof, below, the Note is hereby modified as
follows:
2.1. Interest Rate. As of the effective date of this Loan Second Amendment, the
outstanding principal balance on the Note shall accrue interest at the rate of three
percent (3%) simple interest per annum.
2.2. Principal and Interest Payments. Principal and interest shall be due and payable in
equal consecutive monthly installments due and payable on the first day of each
month commencing with September I, 2009, based upon a twenty-four (24) year
pursuant to the amortization schedule attached as Exhibit A. Such loan period has
been extended to be consistent with the loan period for the Permanent Financing from
the Department of Housing and Community Development. Such payments shall .
continue until the entire indebtedness evidenced by the Note and all accrued but
unpaid interest is fully paid, with any unpaid principal and all accrued but unpaid
interest due and payable on the Maturity Date provided in Section 2.3 below.
2.3. Maturity Date. The Note is hereby modified to provide that the entire unpaid
principal balance and all accrued interest shall be due and payable on December 31,
2033.
2.4. No other Changes. Except as expressly set forth herein, no other changes to the
Agency Note or the First or Second Amendment thereto are contemplated or intended
by this Third Amendment to the Agency Note and Agency Deed of Trust. The
Park Village Zod Loan Amend
RDA Resolution No. 2009~_
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balance of the Agency Note, the Agency Deed of Trust and the First and Second
Amendments thereto shall remain unchanged and continue in full force and effect.
2.5. Endorsement. Agency shall prepare an endorsement to the Note to be executed by
Agency and Borrower and attached to the Note to reflect therein the modifications
effected hereby.
3. Modification of Security Documents. Notwithstanding anything to the contrary contained
in any of the other Agency Loan Documents, each such document is hereby modified to the
extent necessary to conform to the modifications of the Note set forth in Section 2 above and
to incorporate the full force and effect of said modifications as they apply to or affect the
provisions of such documents. Each of the Agency Loan Documents is hereby amended to
secure, to the extent that by its terms it does not already so secure payment and performance
of all obligations of Borrower under the Note as modified in Section 2 above. All references
in each of the other Agency Loan Documents to the Note and/or the Deed of Trust and/or any
other such document shall, from and after the date of this Loan Second Amendment, be
deemed references to the Note, and/or Deed of Trust and/or other such documents as
modified by this Loan Second Amendment. Additionally, the parties hereto acknowledge
that, pursuant to that Subordination Agreement, Estoppel Certificate and lntercreditor
Agreement ("Department Subordination Agreement") by and between the parties hereto and
the Department (one of the "Department Loan Documents" defined above), certain terms of
the Agency Loan Documents shall be modified, and certain remedies provided in the Agency
Loan Documents shall not be exercised without the prior written approval of the Department
except as otherwise provided in the Department Subordination Agreement.
4. No Waiver by Lender. Except as specifically set forth herein, the execution of this Loan
Second Amendment by Agency shall not constitute a waiver of any rights or remedies to
which Lender is entitled pursuant to the Note, the Deed of Trust, any of the other Agency
Loan Documents, nor shall the same constitute a waiver of any default which may occur in
the future with respect to the Note, the Deed of Trust, or any of the other Agency Loan
Documents.
5. Recordation and Priority of Lien. Upon the recordation of this Loan Second Amendment,
this Loan Second Amendment shall be a supplemental lien against the Property and shall
encumber the Property until the Note, as herein amended, is fully paid and the Deed of Trust,
as herein amended, is fully reconveyed and released of record; provided, however, that this
Loan Second Amendment shall in no way alter the priority of the lien on the Property created
by the Deed of Trust or any of the other Agency Loan Documents and the terms and
provisions of this Loan Second Amendment shall relate back to the original date of the Deed
of Trust and of ' each of the other Agency Loan Documents except to the extent that the
Agency Regulatory Agreement and Deed of Trust are subordinated to the Department Loan
and the CCRe Loan in connection with the Permanent Financing.
6. Conditions. Agency's, obligations under this Loan Second Amendment are conditioned on
the following:
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Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
6. I. On or before the date of execution of this Loan Second lvnendment, Borrower shall
have delivered to Agency, at Borrower's sole cost and expense, for Agency's
approval, either (a) the agreement of North American Title Insurance to issue to
Agency an endorsement to Agency's policy of title insurance (Policy No. 30-58 000-
30 issued June 21, 1991, Roy Brown, Title officer) relating to the Loan (effective as
of the date of recordation of the Agency Loan) insuring the priority of the Deed of
Trust, as modified by this Loan Second Amendment, to be a valid third lien on the
Property subject to no new exceptions to title other than those created by the
Department Loan Documents and the CCRC Loan Documents, or not otherwise or
previously approved by Agency (a Form 110.5 endorsement), as well as any other
endorsement reasonably required by Agency (including Form 111.2 endorsements
with respect to the Department and CCRC subordination Agreements), or (b) at
Borrower's election, a new policy of title insurance providing comparable coverage to
be issued by a title insurer satisfactory to Agency.
6.2. Borrower shall have paid all title insurance premiums, escrow fees, recording fees,
and other reasonable costs and expenses of Agency incurred in connection with this
Loan Second Amendment except legal fees and costs incurred by Agency in
connection with this Loan Second Amendment.
6.3. During the term of the Loan, income generated by the Project, if any, shall be made
available to the Agency in accordance with the Department Regulatory Agreement
and the Child Care Center Operating Reserve Agreement.
7. Representations and Warranties. Borrower hereby represents and warrants to Agency
that: (a) Borrower has full right, power and authority to execute this Loan Second
Amendment and all of the documents required by this Loan Second Amendment, and to
perform its obligations hereunder and thereunder, without the need for any further action
under its governing instruments, and any individual executing this Loan Second Amendment
or any other related document on behalf of Borrower personally represents and warrants that
such individual is a duly authorized agent with full authority to do so, and with full power
and ability to bind such entity; (b) this Loan Second Amendment constitutes a legal, valid
and binding obligation of Borrower enforceable in accordance with its terms; and (c) the
execution and delivery of this Loan Second Amendment shall not violate any law, agreement
or document governing Borrower or to which Borrower is a party.
8. Relationship of Parties. Nothing set forth in this Loan Second Amendment shall be
construed as making Agency or Borrower, the partner, agent or joint venturer of the other,
and Agency and each Borrower shall have no relationship to each other than as borrower and
Agency.
9. Reporting Requirements. Borrower agrees to provide Agency with a copy of the Annual
Report and Audit provided to the Department pursuant to Section 22 of the Department
Regulatory Agreement by no later than ninety (90) days after the end of each "Fiscal Year for
the Development" as provided therein.
Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
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10. Miscellaneous.
10.1. Additional Documents. The parties hereto shall'execute all additional documents and
do all acts not specifically referred to herein which are reasonably necessary to fully
effectuate the intent of this Loan Second Amendment and to preserve, protect, perfect
or defend the security interests granted pursuant to certain of the Agency Loan
Documents and subsequent Amendments thereto.
10.2. No Assignment. The terms of this Loan Second Amendment are personal to the
parties hereto and shall not be assigned.
10.3. Time of the Essence. Time is strictly of the essence of this Loan Second Amendment
and full and complete performance of each and every provision hereof.
10.4. Successors. Except as otherwise provided in the Agency Loan Documents or this
Loan Second Amendment, this Loan Second Amendment shall be binding upon the
heirs, executors, administrators, successors and assigns of the respective parties.
10.5. Governing Law. This Loan Second Amendment shall be governed by, and construed
in accordance with, the laws of the State of California.
10.6. Notices. All notices and other communications provided for herein and in the Agency
Loan Documents shall be given or made by telecopy or in writing and telecopies,
mailed or delivered to the intended recipient at the "Address for Notices" specified in
the Agency Loan Documents; or, as to any party, at such other address as shall be
designated by such party in a written notice to each other party.
10.7. Third party Beneficiaries. Except as expressly provided herein, no person not a party
to this Loan Second Amendment shall have or acquire any rights by reason of this
Loan Second Amendment, nor shall any party hereto have any obligations or
liabilities to such other person by reason of this Loan Second Amendment.
10.8. Amendment. The provisions of this Loan Second Amendment and any Agency Loan
Document may not be amended, modified or waived except by an instrument or
instruments in writing signed by respectively the Borrower's party thereto and
Agency.
10.9. Exhibits. Each exhibit attached hereto is incorporated herein by this reference.
10.10. Entire Agreement. This Loan Second Amendment, together with all exhibits and
schedules attached hereto and other agreements expressly referred to herein,
constitutes the entire agreement between the parties with respect to the Loan. All
prior or contemporaneous agreements, understandings, representations, warranties
and statements, oral or written, are superseded.
[SIGNATURE PAGE TO FOLLOW]
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Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
EXHIBIT A
LOAN AMORTIZATION SCHEDULE
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Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
IN WITNESS WHEREOF, the parties hereto have executed this Loan Second
Amendment as of the day and year first written above.
REDEVELOPMENT AGENCY:
REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA, a public body, corporate and
politic, of the State of California
By:
Name: James D. Sandoval
Title: Executive Director
ATTEST:
Donna Norris, City Clerk
APPROVED AS TO FORM:
Bart Miesfeld, Agency Attorney
BORROWER:
PARK VILLAGE APARTMENTS LIMITED
PARTNERSHIP, a California limited partnership
By: PARK VILLAGE PARTNERS, a California
general partnership, its General Partner
By: CIVIC CENTER BARRIO HOUSING
CORPORATION, a California nonprofit
public benefit corporation, Managing
General Partner of the Park Village
Partners
By:
Name:
Title:
Helen R. Brown
President
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Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
Loan Amortization Schedule
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'Auq- $216,125,02, . $1,05;'1.63 ,$51332' " $54031 .'. $513.~:? ,. $54031'
,5~p.. $215,611.70 " .$L053.63 " $51~.60$539.03'$1;027.92$J,079.34/
. . 'Oct' '. .'. ~$215,ci97.1O,' $1,053.63 ,$515.89, :'. $.$:37.74' " $1,543.81, ,..' $1;6ii.08 .
. .; Nav '$:?14,581,21;, . $1,053.63 '.$517.18 ',. . $536.45 . $2,060.99 . $2;153.53 .'
",' Dee '. $21,,!,QP4.03 . $1,()53,63 ,.' ," $51?.47' '$53S.16' " .$2,$79.:;49 .$2,688:69'
;1010 Jaii .$213,545.59 ' $1,053:63': . /$519.77' . $533.86 . ,. $3,099.23 '.. $3,222.55 '
Feb . '$213,025.7.9' $1,053:63:$Sn.Q7' .' $53;1:S9' $3,920:30 .$3,755:11 .
.Mar "$212504.72 . $1,053.6,3 $522.37' ,$531.2.6..... $.4;142:67 '$4;286:37,
.Apr :$211;982:35. .$1;053.63 $523:67 . ,.. $529.96' $4,666:34' . $4,81633 ~
j\l\ay, H '$211,458;68 > $1,053.63. $524.98 ."$528.65 .$5,191:32 $5,344.98
Jun $210,933.70 ;'. $1.053.63. $52630.. . .$527:33 $5,717,62 . $5.87231:
.. .J,ull2!Q,407..1IL..J1,053.:.63 _:. . $521,9.L:.:._$~26,0~._ _:$!?,?1s'.2;3... . ..$!i,3.~lP.3.;
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2019 .$21:J54~.?9' $1,2;643.56 $6,323.81. ..$6.319.75 . $8;903,27 '. $9.00&.,,41':$207,221.75
2011$207,221.75 : $12,643.56 $6,516.02', $6,127.54' ',$15,419.29' $15,135.98 $200,705.7:3
'2012>$200.70S.73 $12,643:56 . $6,714.21 $5,92935' $22:133.49:$21";065.34 $193,991:53
'2013 '. : .. $19.3,991.53:$12,643:56 , .$6,9iEl:43' '~.$5"725:13.. $?9,05L92:' $2,6;79Q:47 '. $1?7,073.10
2014' .' $1.87,073.10." $12,643.56 .' $7,128.86.. . $5,514.70 $36,180.78" .$32,305:17$179,944.24
2015: : $179,944:if, . $12;643:56 ." $7,345.69 . $S,297 .87'.' . $43,526.47'$37,603.04 $172,598.55
2016' . .$172.598.55' . $12,643:56' $7,569.12 .$5:074:44 . :$51,095.59:' $42,677.48 $165,029:43
.2017.... .$165;029.43.'. $12,643:56' . $7,799:34 .:$4,844.22,.$58,894.92:' $47,S2i:71$157,230.10
2018 $157,230.10 $12.643:56 '. $8,036.56' '$4,607.00 . $66,931.49' $52,128.70: .$149,193.53
.2019 $149,193:53 '$12;643:56' .' $8,281.00: $4,:362:56. $75,212.49 '$56,491.26.$14'0,912.53
2020 : $140,912.53> $12,643:56 . .$8:53i88 $4,110:68$83,745:36 $60,601;95 $132,379.66
2P21 . $132.379.66$12,643.56' ,$8;792.41: ..$3,8SiAS $92;537.7? . $64,453.09 '$123,587.24
.l022. $123,51l7.24.$12;643.56 $9.059,84 . $3.S1l3,7.2 $101.597:62 '.$68,036.81. $114;527:.40
..2023.. $114,527.~0.. .$12'943.56, . $9,335.4l,.'. .' $3.308.1,5. '$110,933.0:;> : .$71,344.97 . $105,192.00
.2024 $105,192.00: $12,643.56' $9,61935.., '$3,024:21 "$120,55237 : . $74,369.18 $95,572.65
2bis . $95,572.6S'$12,643:56 '.. $9,911.93' .... $2;731.63 . $130,46'4.31'. $77,100:80$8s'.660.7i
2026 ,.,' $85,660;71 $12,643.56 ' $10,213.41 '$2,430:15 $140,67.7.72 '.$79,530:95 $75,44730,
'2027.' '$75,447.30' '$12,643.56 '$10;524.06 "$2,119.50$151;201.78 . $81.650:45 $64.923.24
2028 ... i $64,923.2,t' $i2,643,56 $10,844.16' $1,799:4'0$162,045;95 $83,449.84 $54,079.07
2029$S4.079:07.:$12,643:S6$11;i74.00 ..' $1,469:56$173,219.95' $84,919.40 $42,90s':07
2030" ...$42,90s':07.:$1;1,643'56 $11;Sl~.87 .)i.129.6Q$W4.73~:81'$1lEi,Q49.10 $:31,3')1:21.
.2031$3l.391:,21,', $12,643.56" $11,86'1.07' ..' $779.49 .$196,597.89 . $86,828.58 .' $19,sp.13
.;1.032; '. $19,527.13. $12,643,5.6::, $12,,224:93 .' '1;41.8.63 $208,822.81 $87;247.22 ._ $7,302.21.
2{)33.:' . $7,;302.21,: ..$7,37$,41:". ,P,302,?1.:~.. $73;49.$2J.6;l,25.0.L $BZ;;34DA2.... ,..~$Q.OQ
Park Village 2nd Loan Amend
RDA ResolutIOn No 2009-_
7-14
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Chula Vista
276 Fourth Avenue
Chula Vista CA 91910
Ann: City Clerk
No fee for recording pursuant to
. Government Code Section 27383
(Space above for Recorder's Use)
FIRST AMEl';l)MENT TO
AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY
THIS FIRST AMENDMENT to the Agreement Containing .Covenants affecting Real
Property ("First Amendment to the Covenants ") is entered into on the . day of August
2009, ("Effective Date") by and between THE REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA, a public body, corporate and politic, ("Agency") and PARK
VILLAGE APARTMENTS LIMITED PARTNERSHIP, a California limited partnership
("Developer"). The Agency and Developer maybe referred to herein individually as "Party" and
collectively as "Parties."
RECITALS
A. Developer is the owner of certain real property (the "Property") located at 1246-1256
Third A venue in the City ("City") of Chula Vista, County of San Diego, State of California, and
more particularly described in Exhibit A, attached hereto;
B. WHEREAS, on 'or about June 4, 1991, pursuant to that certain Development
Agreement dated June 4, 1991 by and between CIVIC CENTER BARRIO HOUSING
CORPORATION, a California nonprofit, public benefit corporation ("CCBHC") and Agency
(the "Agency Development Agreement") Agency agreed to lend and CCBHC agreed to borrow
the sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) (the "Loan")
for the purpose of financing the acquisition of Property to be used for the development of an
affordable housing and child care center project (the "Project") in accordance with certain
restrictions;
C. WHEREAS, on June 19, 1991, Agency and Developer entered into an Agreement
Containing Covenants Affecting Real Property, recorded as Doc. No. 1991-03009010n June 21,
1991 in the official"records of the San Diego County Recorder's Office ("Covenants") wherein,
Developer agreed to restrict Property's use to provide and maintain twenty-eight (28) affordable
units ("Affordable Units") for very low income and low income households for a period of thirty
(30) years;
Park Village I Sl Amend Covenants
RDA Resolution No. 2009-_
7-15
D. WHEREAS, Developer was to provide payment of the entire unpaid principal balance
and all accrued interest of the Loan on December 31, 2008;
E. WHEREAS, Developer has requested consideration of modifying the Agency Loan
documents to extend payment of the remaining unpaid principal balance and all accrued interest
on the Agency Loan until December 31,2033;
F. WHEREAS, Developer has agreed to extend the Covenants for the Property in
exchange for consideration from the Agency to Developer of an extension for repayment of the
Loan; and,
G. WHEREAS, the Agency has no obligation or duty of any kind to agree to the
Developer's requests, and without directly or indirectly incurring any other liabilities or
obligations to the Developer, or any other person, Agency is willing to agree to the Developer's
requests subject to and on the terms and conditions set forth herein. This First Amendment to the
Covenants is being entered into and recorded to modify certain of said Covenants of record.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto hereby agree to amend the Agency Covenants as follows:
1. Subsection 6 (a) -Duration of Covenants; Enforcement, first sentence
DELETE: The covenants to develop, use and maintain the Property in accordance with
the Development Agreement contained in Sections 1 and 2 shall run with the land and
remain in effect until June 4, 2021.
ADD: The covenants to develop use and maintain the Property in accordance with the
Development Agreement contained in Sections 1 and 2 shall run with the land and
remain in effect until September 30, 2033 or until the entire principal and all accrued but
unpaid interest of the Loan is fully paid, whichever date occurs last.
2. No Other Changes. No other changes to the Covenants are contemplated or intended by this
First Amendment to the Covenants. The balance of the Covenants shall remain unchanged
and continue full force and effect.
[SIGNATURE PAGES TO FOLLOW]
7-16
Park Village 151 Amend Covenants
RDA Resolution No. 2009-_
IN WITNESS WHEREOF, the parties hereto have executed this Agreement a, of the
day and year first Wlitten above.
AGENCY:
RIIDEYRLOPMENT AGENCY OF THE ClTYOF
CHULA VISTA, a public body, corporate and
politic, of the State of Cali fomi a
By:
Narm:: James D. Sandoval
Title: Executive Director
ATTEST:
Donna Norris, City Clerk
APPROVED AS TO FOfu.\1:
Bart Mie~feld, Agency Attorney
DEVELOPER:
PARK VILLAGE APARTMENTS LIMITED
PARTNERSHIP, a California limited partnership
By: PARK VILLAGE PARTNERS, a California
geJlcral partnership, its General Partner
By: CIVIC CENTER BARRIO HOUSING
CORPORATlON, a Califurnia nonprofit
public benefit corporation. Managing
Gencral Partner of the Park Village
Partners
By:
Name:
Title:
~
Puclc Vllllito 1.' Amecd c...,'HmunL'!I
RDA.Re$tltntiOJ' No. 20t11,10_
7-17
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FOR1YI BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
/ ().~!
,J / I ~}.
. ~ ..I
... J)\'/ rt '. iesfeld
,!-/ City Attorney
.,~
Dated:
F~STAMENDMENTTOTHE
AGREEMENT CONTAINING COVENANTS
AFFECTING REAL PROPERTY BETWEEN
THE REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA AND PARK
VILLAGE APARTMENTS LIMITED PARTNERSHIP
7-18
RECORDING REQUESTED BY Al'ID
WHEN RECORDED MAIL TO:
City ofChula Vista
276 Fourth Avenue
Chula Vista CA 91910
Ann: City Clerk
No fee for recording pursuant to
Government Code Section 27383
(Space abovefor Recorder's Use)
FIRST Al\'IEl'oillMENT TO
AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY
THIS FIRST Al\'IENDMENT to the Agreement Containing Covenants affecting Real
Property ("First Amendment to the Covenants ") is entered into on the day of August,
2009, ("Effective Date") by and between THE REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA, a public body, corporate and politic, ("Agency") and PARK
VILLAGE APARTlVIENTS LIMITED PARTNERSHIP, a California limited partnership
("Developer"). The Agency and Developer maybe referred to herein individually as "Party" and
collectively as "Parties."
RECITALS
A. Developer is the owner of certain real property (the "Property") located at 1246-1256
Third Avenue in the City ("City") of Chula Vista, County of San Diego, State of California, and
more particularly described in Exhibit A, attached hereto;
B. WHEREAS, on or about June 4, 1991, pursuant to that certain Development
Agreement dated June 4, 1991 by and between CIVIC CENTER BARRIO HOUSING
CORPORATION, a California nonprofit, public benefit corporation ("CCBHC") and Agency
(the "Agency Development Agreement") Agency agreed to lend and CCBHC agreed to borrow
the sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) (the "Loan")
for the purpose of financing the acquisition of Property to be used for the development of an
affordable housing and child care center project (the "Project") in accordance with certain
restrictions;
C. WHEREAS, on June 19, 1991, Agency and Developer entered into an Agreement
Containing Covenants Affecting Real Property, recorded as Doc. No. 1991-03009010n June 21,
1991 in the official records of the San Diego County Recorder's Office ("Covenants") wherein,
Developer agreed to restrict Property's use to provide and maintain twenty-eight (28) affordable
units ("Affordable Units") for very low income and low income households for a period of thirty
(30) years;
7-19
Park Village 1 Sl Amend Covenants
RDA Resolution No. 2009-_
D. WHEREAS, Developer was to provide payment of the entire unpaid principal balance
and all accrued interest of the Loan on December 31, 2008;
E. WHEREAS, Developer has requested consideration of modifying the Agency Loan
documents to extend payment of the remaining unpaid principal balance and all accrued interest
on the Agency Loan until December 31, 2033;
F. WHEREAS, Developer has agreed to extend the Covenants for the Property in
exchange for consideration from the Agency to Developer of an extension for repayment of the
Loan; and,
G. WHEREAS, the Agency has no obligation or duty of any kind to agree to the
Developer's requests, and without directly or indirectly incurring any other liabilities or
obligations to the Developer, or any other person, Agency is willing to agree to the Developer's
requests subject to and on the terms and conditions set forth herein. This First Amendment to the
Covenants is being entered into and recorded to modify certain of said Covenants of record.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto hereby agree to amend the Agency Covenants as follows:
1. Subsection 6 (a) -Duration of Covenants; Enforcement, first sentence
DELETE: The covenants to develop, use and maintain the Property in accordance with
the Development Agreement contained in Sections I and 2 shall run with the land and
remain in effect until June 4, 2021.
ADD: The covenants to develop use and maintain the Property in accordance with the
Development Agreement contained in Sections I and 2 shall run with the land and
remain in effect until September 30, 2033 or until the entire principal and all accrued but
unpaid interest of the Loan is fully paid, whichever date occurs last.
2. No Other Changes. No other changes to the Covenants are contemplated or intended by this
First Amendment to the Covenants. The balance of the Covenants shall remain unchanged
and continue full force and effect.
[SIGNATURE PAGES TO FOLLOW]
7-20
Park Village 1 Sf Amend Covenants
RDA Resolution No. 2009-_
IN WITNESS WHEREOF. the parlies hereto have executed this First Amendment to
the Covenants as of the day and year first written ahove.
REDEVELOPMENT AGENCY:
REDEVELOPMENT AGENCY OF THE CrTY OF
CHULA VISTA, a public body, corporate and
politic, of the State ofCalifomia
By:
Name: James D. Sandoval
Title: Executive Dire<;.tor
ATTEST:
Donna Norris, City Clerk
APPROVED AS TO FORM:
Bart Miesfeld.. Agency Attorney
DEVELOPER.:
PARK VlLLAGE APART.MENTS LIMITED
PARTNERSHIP, a California limited partnership
By: PARK VILLAGE PARTNERS, a California
general partnership, its General Partner
By:
CIVIC CENTER BARRIO HOUSING
CORPORATION, a Califurnia nonprofit
pubhc benefit corporation., Managing
General Partner of the Park Village
P=ers
i#~o~ ffldL~
By:
Name:
Title:
President
Park Vilb.ge 1 st Am:nd CO"'~1311t!:1
kO^ ReiQhlt!on NIJ. 2009-_
7-21
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORt\TEY'S OFFICE At'ill WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
Dated: ~'ZJ) ('/1
SECOND AMEND NTITO LOAN ASSIGNMENT
AND ASSUMPTION AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA AND
PARK VILLAGE APARTMENTS LIMITED PARTNERSHIP
(INCLUDING nITRD AMENDMENT TO
NOTE AND DEED OF TRUST)
7-22
RECORDING REQUESTED BY AL'JD
WHEN RECORDED MAIL TO:
City of Chula Vista
276 Fourth Avenue
Chula Vista CA 91910
Attn: City Clerk
No fee for recording pursuant to
Government Code Section 27383
(Space above for Recorder's Use)
SECOND AMENDMENT TO
LOAN ASSIG]','MENT AND ASSUMPTION AGREElVIENT
[INCLUDING THIRD AMENDMENT TO NOTE AND DEED OF TRUST]
THIS SECOND AMENDMENT to the Loan Assignment and Assumption Agreement (" Loan
Second Amendment") is entered into on the day of August, 2009, ("Effective Date") by
and between THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a
public body, corporate and politic, ("Agency") and PARK VILLAGE APARTMENTS
. LIMITED PARTNERSHIP, a California limited partnership ("Borrower"). The Agency and
Borrower may be referred to herein individually as "Party" and collectively as "Parties."
RECITALS
A. WHEREAS, on or about June 4, 1991, pursuant to that certain Development
Agreement dated June 4, 1991 by and between CIVIC CENTER BARRIO HOUSING
CORPORATION, a California nonprofit, public benefit corporation ("CCBHC") and Agency
(the "Agency Development Agreement") Agency agreed to lend and CCBHC agreed to borrow-
the sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) (the "Loan")
for the purpose of financing the acquisition of certain real property in the City of Chula Vista to
be used for the development of an affordable housing and child care center project (the
"Project"). On or about June 19, 1991, CCBHC and Agency executed an Implementation
Agreement (the "Implementation Agreement") for the purpose of implementing certain
provisions of the Agency Development Agreement.
B. WHEREAS, the Loan is evidenced by that certain Promissory Note Secured by Deed
of Trust dated June 19, 1991 (the "Agency Note"), in the original principal amount of THREE
HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) executed by CCBHC in favor of
Agency. The repayment of the Agency Note and CCBHC's performance of its obligations
thereunder are secured, inter alia, by that certain Deed of Trust and Assignment of Rents (the
"Agency Deed of Trust") dated as of June 19, 1991, executed by Borrower, as Trustor, to
Escondido Escrow, a California corporation, as Trustee, and narning Agency, as Beneficiary,
recorded on June 21,1991 as Instrument No. 1991-0300900 in the official Records of SanDie go
County, California, encumbering that certain real property described in Exhibit "A" attached
7-23
Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
hereto and incorporated herein by this reference (the "Property"). In addition, the Agency Loan is
secured by (i) that certain Security Agreement dated as of June 19, 1991 (the "Security
Agreement"), (ii) that certain UCC-I Financing Statement dated June 19, 1991 filed with the
office of the Secretary of State of California on June 27, 1991 (the "Financing Statement"), and
(iii) that certain UCC-I Fixture Filing dated June 19, 1991, recorded on June 21, 1991 as
Instrument No. 1991-0300901 in the official Records of San Diego County, California (the
"Fixture Filing"). The Agency Development Agreement, the Implementation Agreement, the
Agency Note, the Agency Deed of Trust, the Security Agreement, the Financing Statement and
the Fixture Filing, as amended on or about March 30, 1992 by the First Amendment Documents
(see below), shall sometimes be referred to herein collectively as the "Agency Loan Documents".
C. WHEREAS, on or about March 30, 1992, Borrower assumed all CCBHC's right, title,
interest and obligations under the Agency Loan Documents pursuant to that certain Loan
Assignment and Assumption Agreement dated March 30, 1992, and related documents including
an Endorsement (amending the Note), a First Amendment to Deed of Trust and Assignment of
Rents (recorded with the San Diego County Recorder on May 15,1992 as Document No. 1992-
0296172), a UCC-2 Amendment to Financing Statement filed May 20, 1992 with the office of
the Secretary of State, a UCC-2 Amendment to Fixture Filing, a Clarification Re Contractor
Consents, and related documents, all dated on or about March 30, 1992 (collectively, the "First
Amendment Documents").
D. WHEREAS, on October 14, 1994, Parties executed the Loan Modification
Agreement, including a Second Amendment to the Agency Note and Agency Deed of Trust,
recorded as Doc. No. 1994-0603786 on October 14, 1994 in the official records of the San Diego
County Recorder's office ("Loan First Amendment") to modify certain aspects of the Agency
Loan Documents to accommodate the terms and conditions of the Permanent Financing from the
Department of Housing and Community Development, a public agency of the State of California
(the "Department"), and California Community Reinvestment Corporation, a California
nonprofit public benefit corporation ("CCRC").
E. WHEREAS, Section 2.3 of the Loan First Amendment states that the Agency Note is
modified to provide that the entire unpaid principal balance and all accrued interest shall be due
and payable on December 31, 2008.
F. WHEREAS, the remaining unpaid principal balance and all accrued interest on the
Agency Loan as of August 1, 2009 is TWO HUNDRED SIXTEEN THOUSAND ONE
HUNDRED TWENTY-FIVE AND 02/100 DOLLARS ($216,125.02).
G. WHEREAS, Borrower has and continues to make timely payments on the Agency
Loan consistent with the Agency Loan Documents.
H. WHEREAS, Borrower has requested consideration of amending the Agency Loan
documents to extend payment of the remaining unpaid principal balance and all accrued interest
on the Agency Loan.
7-24
Park Village 200 Loan Amend
RDA Resolution No. 2009.-,--
1. WHEREAS, the Agency has no obligation or duty of any kind to agree to the
Borrower's requests, and without directly or indirectly incurring any other liabilities or
obligations to the Borrower, or any other person, Agency is willing to agree to the Borrower's
requests subject to and on the terms and-conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto hereby agree to a Second Amendment to the Loan Assignment and Assumption Agreement
and Third Amendment to the Agency Note and Agency Deed of Trust and agree to amend the
Agency Loan Documents as follows:
1. Affirmation of Loan.
1.1. Acknowledgment of Indebtedness. The Borrower hereby acknowledges and agrees
that as of August 1, 2009, there is presently due and owing to Agency by Borrower
on the Loan the principal sum of TWO HUNDRED SIXTEEN THOUSAND ONE
HUNDRED TWENTY-FIVE A1'\!D 02/100 DOLLARS ($216,125.02).
1.2. Ratification of Loan Documents. Borrower hereby ratifies and reaffirms the Agency
Loan Documents (as modified by the Loan First Amendment and this Loan Second
Amendment) to which it is a party.
2. Modification of Note. Notwithstanding anything to the contrary contained in the Note,
subject to the conditions set forth in Section 6 hereof, below, the Note is hereby modified as
follows:
2.1. Interest Rate. As of the effective date of this Loan Second Amendment, the
outstanding principal balance on the Note shall accrue interest at the rate of three
percent (3%) simple interest per annum.
2.2. Principal and Interest Payments. Principal and interest shall be due and payable in
equal consecutive monthly installments due and payable on the first day of each
month commencing with September I, 2009, based upon a twenty-four (24) year
pursuant to the amortization schedule attached as Exhibit A. Such loan period has
been extended to be consistent with the loan period for the Permanent Financing from
the Department of Housing and Community Development. Stich payments shall
continue until the entire indebtedness evidenced by the Note and all accrued but
unpaid interest is fully paid, with any unpaid principal and all accrued but unpaid
interest due and payable on the Maturity Date provided in Section 2.3 below.
2.3. Maturity Date. The Note is hereby modified to provide that the entire unpaid
principal balance and all accrued interest shall be due and payable on December 31,
2033.
2.4. No other Changes. Except as expressly set forth herein, no other changes to the
Agency Note or the First or Second Amendment thereto are contemplated or intended
by this Third Amendment to the Agency Note and Agency Deed of Trust. The
7-25
Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
balance of the Agency Note, the Agency Deed of Trust and the First and Second
Amendments thereto shall remain unchanged and continue in full force and effect.
2.5. Endorsement. Agency shall prepare an endorsement to the Note to be executed by
Agency and Borrower and attached to the Note to reflect therein the modifications
effected hereby.
3. Modification of Security Documents. Notwithstanding anytlring to the contrary contained
in any of the other Agency Loan Documents, each such document is hereby modified to the
extent necessary to conform to the modifications of the Note set forth in Section 2 above and
to incorporate the full force and effect of said modifications as they apply to or affect the
provisions of such documents. Each of the Agency Loan Documents is hereby amended to
secure, to the extent that by its terms it does not already so secure payment and performance
of all obligations of Borrower under the Note as modified in Section 2 above. All references
in each of the other Agency Loan Documents to the Note and/or the Deed of Trust and/or any
other such document shall, from and after the date of this Loan Second Amendment, be
deemed references to the Note, and/or Deed of Trust and/or other such documents as
modified by this Loan Second Amendment. Additionally, the parties hereto acknowledge
that, pursuant to that Subordination Agreement, Estoppel Certificate and lntercreditor
Agreement ("Department Subordination Agreement") by and between the parties hereto and
the Department (one of the "Department Loan Documents" defined above), certain terms of
the Agency Loan Documents shall be modified, and certain remedies provided in the Agency
Loan Documents shall not be exercised without the prior written approval of the Department
except as otherwise provided in the Department Subordination Agreement.
4. No Waiver by Lender. Except as specifically set forth herein, the execution of this Loan
Second Amendment by Agency shall not constitute a waiver of any rights or remedies to
which Lender is entitled pursuant to the Note, the Deed of Trust, any of the other Agency
Loan Documents, nor shall the same constitute a waiver of any default which may occur in
the future with respect to the Note, the Deed of Trust, or any of the other Agency Loan
Documents.
5. Recordation and Priority of Lien. Upon the recordation of this Loan Second Amendment,
this Loan Second Amendment shall be a supplemental lien against the Property and shall
encumber the Property until the Note, as herein amended, is fully paid and the Deed of Trust,
as herein amended, is fully reconveyed and released of record; provided, however, that this
Loan Second Amendment shall in no way alter the priority of the lien on the Property created
by the Deed of Trust or . any of the other Agency Loan Documents and the terms and
provisions of this Loan Second Amendment shall relate back to the original date of the Deed
of Trust and of each of the other Agency Loan Documents except to the extent that the
Agency Regulatory Agreement and Deed of Trust are subordinated to the Department Loan
and the CCRC Loan in connection with the Permanent Financing.
6. Conditions. Agency's obligations under this Loan Second Amendment are conditioned on
the following:
7-26
Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
6.1. On or before the date of execution of this Loan Second Amendment, Borrower shall
have delivered to Agency, at Borrower's sole cost and expense, for Agency's
approval, either (a) the agreement of North American Title Insurance to issue to
Agency an endorsement to Agency's policy of title insurance (Policy No. 30-58 000-
30 issued June 21, 1991, Roy Brown, Title officer) relating to the Loan (effective as
of the date of recordation of the Agency Loan) insuring the priority of the Deed of
Trust, as modified by this Loan Second Amendment, to be a valid third lien on the
Property subject to no new exceptions to title other than those created by the
Department Loan Documents and the CCRC Loan Documents, or not otherwise or
previously approved by Agency (a Form 110.5 endorsement), as well as any other
endorsement reasonably required by Agency (including Form 111.2 endorsements
with respect to the Department and CCRC subordination Agreements), or (b) at
Borrower's election, a new policy of title insurance providing comparable coverage to
be issued by a title insurer satisfactory to Agency.
6.2. Borrower shall have paid all title insurance premiums, escrow fees, recording fees,
and other reasonable costs and expenses of Agency incurred in connection with this
Loan Second Amendment except legal fees and costs incurred by Agency in
connection with this Loan Second Amendment.
6.3. During the term of the Loan, income generated by the Project, if any, shall be made
available to the Agency in accordance with the Department Regulatory Agreement
and the Child Care Center Operating Reserve Agreement.
7. Representations and Warranties. Borrower hereby represents and warrants to Agency
that: (a) Borrower has full right, power and authority to execute this Loan Second
Amendment and all of the documents required by this Loan Second Amendment, and to
perform its obligations hereunder and thereunder, without the need for any further action
under its governing instruments, and any individual executing this Loan Second Amendment
or any other related document on behalf of Borrower personally represents and warrants that
such individual is a duly authorized agent with full authority to do so, and with full power
and ability to bind such entity; (b) this Loan Second Amendment constitutes a legal, valid
and binding obligation of Borrower enforceable in accordance with its terms; and (c) the
execution and delivery of this Loan Second Amendment shall not violate any law, agreement
or document governing Borrower or to which Borrower is a party.
8. Relationship of Parties. Nothing set forth in this Loan Second Amendment shall be
construed as making Agency or Borrower, the partner, agent or joint venturer of the other,
and Agency and each Borrower shall have no relationship to each other than as borrower and
Agency.
9. Reporting Requirements. Borrower agrees to provide Agency with a copy of the Annual
Report and Audit provided to the Department pursuant to Section 22 0 f the Departnient
Regulatory Agreement by no later than ninety (90) days after the end of each "Fiscal Year for
the Development" as provided therein.
Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
7-27
10. Miscellaneous.
10.1. Additional Documents. The parties hereto shall execute all additional documents and
do all acts not specifically referred to herein which are reasonably necessary to fully
effectuate tbe intent of tbis Loan Second Amendment and to preserve, protect, perfect
or defend the security interests granted pursuant to certain of tbe Agency Loan
Documents and subsequent Amendments tbereto.
10.2. No Assignment. The terms of this Loan Second Amendment are personal to the
parties hereto and shall not be assigned.
10.3. Time oftbe Essence. Time is strictly of the essence of this Loan Second Amendment
and full and complete performance of each and every provision hereof.
10.4. Successors. Except as otberwise provided in the Agency Loan Documents or this
Loan Second Amendment, this Loan Second Amendment shall be binding upon tbe
heirs, executors, administrators, successors and assigns of tbe respective parties.
10.5. Governing Law. This Loan Second Amendment shall be governed by, and construed
in accordance witb, tbe laws of the State of California.
10.6. Notices. All notices and otber communications provided for herein and in tbe Agency
Loan Documents shall be given or made by telecopy or in writing and telecopies,
mailed or delivered to the intended recipient at tbe "Address for Notices" specified in
tbe Agency Loan Documents; or, as to any party, at such other address as shall be
designated by such party in a written notice to each other party.
10.7. Third Party Beneficiaries. Except as expressly provided herein, no person not a party
to this Loan Second Amendment shall have or acquire any rights by reason of this
Loan Second Amendment, nor shall any party hereto have any obligations or
liabilities to such otber person by reason of tbis Loan Second Amendment.
10.8. Amendment. The provisions of this Loan Second Amendment and any Agency Loan
Document may not be amended, modified or waived except by an instrument or
instruments in writing signed by respectively the Borrower's party tbereto and
Agency.
10.9. Exhibits. Each exhibit attached hereto is incorporated herein by tbis reference.
10.10. Entire Agreement. This Loan Second Amendment, togetber with all exhibits and
schedules attached hereto and other agreements expressly referred to herein,
constitutes tbe entire agreement between tbe parties with respect to the Loan. All
prior or contemporaneous agreements, understandings, representations, warranties
and statements, oral or written, are superseded.
[SIGNATURE PAGE TO FOLLOW]
7-28
Park Village Zlld Loan Amend
RDA Resolution No. 2009-_
IN WITNESS WHEREOI<', the parties hereto have executed this Loan Second
Amendment as oftbe day and ye.tr first written above.
REDEVELOPMENT AGENCY:
REDEVELOPlvfENT AGENCY OF THE CITY OF
CHULA VISTA, a public body, coIpOrllte and
politic, of the State of Cali forma
By:
Name: James D. Sandoval
Title: Executive Director
ATTEST:
Donna NOlTis, City Clerk
APPROVED AS TO FORM:
Bm1 MiesfeJd, Agency Attorney
BORROWER:
PARK VILLAGE APARTMENTS LIMITED
PARTNERSHIP, a Califumia limited partnership
By: PARK VILLAGE PARTNERS, a California
general partnership, its General Partner
By: CMC CENTER BARRIO HOUSING
CORPORATION, a Califoruia nonprofit
public benefit corporation, Managing
General Partner of the Park Village
Partner
By:
Name:
Title:
~ ViJJal3c 'J....J. Ll]lln AmclIll
RDA Rc.'1C'1llolliQU No. 2009-__
7-29
EXHIBIT A
LOAN AMORTIZATION SCHEDULE
7-30
Park Village 2nd Loan Amend
RDA Resolution No. 2009-_
Loan Amortization Schedule
,~j:~~~~,~Eft~~~~~~~:.w17~~t~~~llr~T~~~i~~~
Loan principal amount 1$216,125.02 I
Annual interesirate__,__ 13.000% --1
Loan ~eriod in years 24 I
Base '@ar of loan 2009 i
Base month of loan'------ I September I
"~,";;;7W'~~;;7<~~~"",,,-~~"=~,~~
~n-"'- ""'~'~I~""<:,.:?"'.<a ":;r'~,-'r~'""l """'~:~{~"1n.-.If"
i.J:.- .-.~J! ~,~:.~;~~~~~~:::::~:t.~~~;t.~~,iJ;~i~1{:j~~~.Z~ri'~~
~~:;~~~~~~'nts'-"'-"""""'_t'~'J
[nterest in first calendar year ==i
!Interest over term of loan
I Sum of all payments '
,~, : ~1:'Sep;:'::lv ';::.::~S:$216)25;di~lif;' $1;053:'63 ,',fiJF' $513;'32.~f ': ';;:;;$540i3f'1}" ?::r!$5i3ji':.;~:\$54ojl11
~~",~oqJ;1;.i5-~;~ji.~;:%.m)il:r-;Z.b}~~tr~oS~@;(iWi;1i;;}l!.fr.:65::![;Jlj.$,$~9:91J:!i$.tQrt:J2.-,;;;J~,$.i'QZ9;~
:":' ff~v,:r: ';ff,~~;;;;\ ,$2J5 ,02.?::10J!ft.- $~053H'i3-'~jlf:' $..?1_5;89j'l":~'$5~Zj74'i,~t~$ JJ?43~~~: ,'!!!'i$l)~J 7:0~$1
if;;J. ':;~h6~1;,~,:.J :.i;'k< $M!I,58i:21'iii','". $r;053~63"'~&,:;,,$si7 ;18~:,. j'Jii!$536:45'~~' ,$2;060:99 ,:1f!1$2i153.5';;Jil
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", ",,','-' Fe'''''." ',,", ' ".".., $213 545 561:"'<" $1"053'63 ,"W, -'$51977" ',0\',''<'$533'86'"'''''' $3'099 23 "'~'$3'222'5~"
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,'ii{ ~~,'iiiJ~3--~~~~ 'i!!{,,$2ib;933:76)~.i:;;$'t'053':63 ~il~{$526jo1.;:,::~~j$527;33:i$iii~$5F7ii62~~;$5;872j'I'j"
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20gf~~:$.~J3~6m~S::;{$.l~~6~3~~~~.~$p';Q97-i!!Z:!i~~,,$2;g;t6::P9i;'i$1~;~.66~26~$.?-Ji;2Z8~94i:~:f121;~TIiI
20 q"f: : .>;~$19(l!25?:Z9 ':~$}2,9,1~.5.6i;r}.9, 901~;!il'~~,:~ $~~~42~~^? "'~),f,8, ,![z: ~1~,;$.2};;.}2~2':' c$.187;.6?? ,2.8'
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2,033",Ji,t,' :tJl;33,,5:0Q :~':!,:$~;g9.04;:: ';'$1l;335:00'ilt~., 'i$.<j{04':]116;j,25~02'( ;,,,$.87;320?1?-~~':Ii$.Q,.Q.OJ
Park Village 2nd Loan Amend
RDA Resolution No. 2009._
7-31
RESOLUTION NO. 2009-
-
RESOLlTTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA AUTHORIZING THE EXECUTIVE
DIRECTOR TO EXECUTE AME:t>'DMENTS TO A LOAN
AGREEMENT AND AN AGREEMENT CONTAINING
COVENANTS BY AND BETWEEN THE REDEVELOPMENT
AGENCY OF THE CITY OF CHULA VISTA, .AND P.A.RK
VILLAGE APARTMENTS, L.P. FOR PARK VILLAGE
AFFORDABLE APARTMENTS
W1-IEREAS, on or aboutJ une 4, 1991, the Redevelopment Agency of the City of Chula Vista .
(the "Agency") agreed to lend Park Village Apartments, L.P. ("Borrower") THREE HlJNDRED
FIFTY THODSA.Nl) DOLLARS ($350,000.00) (the "Loan") from its Low and Moderate Income
Housing Set-Aside fund f{)r the purpose offillancing the acquisition of Park Village Apartments in
the City of Chula Vista (the "Project");
WHEREAS, on June 19, 1991, Agency and Borrower entered into an Agreement Containing
Covenants Affecting Real Property, recorded as Doc. No. 1991-0300901 on June 21, 1991 in the
offlcial records of the San Diego County Recorder's Office ("Covenants") wherein, Developer
agreed to restrict Property's use to provide and maintain twenty-eight (28) affordable units
("Affordable Units") for very low income and low income hou~ehold~ fo~,a.periocrof thirty (30)
years;
WHEREAS, on October 14, 1994, BORROWER and the Agency executed the Loan
Modification Agreement, including a Second Amendment to the Agency Note and Agency Deed of
Trust, recorded as Doc. No. 1994-0603786 on October 14, 1994 in the official records of the San
Diego County Recorder's office ("Loan First Amendment");
WHEREAS, in accordance with Section 2.3 of the Loan First Amendment, the entire unpaid
principal balance and all accrued interest of approximately $222,352 ($221,429 loan principal and
$923 in interest) was due and payable on December 31, 2008;
WHEREAS, BORROWER has made timely monthly payments on the loan but is unable to
make full payment of the principal balance and accrued interest at this time and has requested an
amendment to the loan to extend the payment schedule;
WHEREAS, Park Village Apartments provides affordable units and a child care centerto the
benefit of the co=unity within the southwest area of the City of Chula Vista;
WHEREAS, the Agency is willing to modify the loan agreement to lower the interest rate to
three percent (3%) simple interest per annum, extend the maturity date to December 31,2033, and
extend the affordable covenants of the Project to September 30, 2033 or until the entire principal and
all ac~rued but unpaid interest of the Loan is fully paid, whichever date occurs last.
7-32
\VI-ffiREAS, such an amendment to the Loan and the Covenants provide more consistent loan
terms with the Proj ect' s permanent financing from the California Department of Housing and
Co=unity Development and the loan terms provided to other affordable housing proj ects assisted
by the Agency.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of
Chula Vista as follows:
I. The Redevelopment Agency hereby approves the Second Amendment to the Loan
Assignment and Assumption Agreement ("Loan Second Amendment") and the First
Amendment to Agreement Containing Covenants Affecting Real Property (Covenants First
Amendment) in substantially the forms presented. The Executive Director and his designee
ar.e hereby authorized to sign all documents, to make all approvals and take all actions
necessary or appropriate to carry out and implement the Amendments and to administer the
obEgations, responsibilities and duties of the Agency ill be performed tmder. the Loan
Agreement, Covenants, related documents and any subsequent amendments thereto.
2. The Agency Attorney, on behalf of the Agency, is hereby authorized to make revisions to the
Loan Second Amendment and Covenants First Amendment which do not. materially or
substantially increase the obligations of the Agency thereunder or materially or substantially
change the Project. .
Presented by
Approved as to form by
Gary Halbert
Deputy City Manager!
Development Services Director
J).['(~ il,. .
'/{.' ..' I}\.J</~
IJn Bar}'Miest: J .
-rei \ CgyAttorney
7-33